Charles Jillings, CEO of Utilico, energized by strong economic momentum across Latin America. Watch the video here.
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I would say its priced in at all time lows here. The company recently raised £2m at 1p and is on an upward trajectory now. The move onto standarfd list shortly should bring in more liquidity and i would expect to see a nice turnaround play from here
Discount of 40% from the 1p placing is a decent place to build swing longs. Mcap is tiny
Could see a fair drop after todays results
better then expected results won’t happen today either lol
not sure about that mate,.
Love Hemp are on the list of CBD food products on sale in England and Wales which are allowed to stay on the market until a decision on their authorisation has been made.
hope you are correct, but I can't find they've been approved. I'd also expect that to be RNS'd
cheers
The Novel Foods list has just been published
BOOM !!!! Love Hemp have finally been approved for their products
This is going to be game changing for the company, as this is one of the reasons that the stock has been held back
BOOM BOOM BOOM
The Novel Foods list has just been published
BOOM !!!! Love Hemp have finally been approved for their products
This is going to be game changing for the company, as this is one of the reasons that the stock has been held back
BOOM BOOM BOOM
31/03/20, time 10:11, interim results
31/03/21, time 14:21, interim results
Looks like the move to LSE main market is not happen by the end of Q1 (today) but we may see interim results at some point.
They could also be holding back now until the results of the general meeting?
See below comment from 04/02/22 RNS, move to main market on track, the end of the new quarter is next Thursday, also, if you check the RNS from the last 2 years you will see they they post their interim results on the 31/03/22 which is also next Thursday, I have a feeling these will both coincide and results will be better than expected as I believe the timing is not a coincidence?
· Move to Main Market of the London Stock Exchange plc ("LSE") on track for Q1
https://www.aquis.eu/aquis-stock-exchange/for-investors/announcements?view_news_id=3425316
What makes you think the listing will be in the next week or so?
I think in next week or so. That should bring fresh liquidity andf interest as Aquis is a bit of a liquidity graveyard
I do think we see a nice turnaround play, especially given they raised a wedge of money at 1p recently
Can you share a link to the original response please
I believe Pershing have some valid points, you only need to look at the allotment of shares over the past 2 years on companies house to see effect of paying for supplies with shares.
If less was spent on the over bloated saleries of the board and the astronominal cost of advertisment and sponsership then we would be able to pay for ingredients required for the product and not be diluted further.
To put it into context in May 2020 (after sub division of shares) there was 145600730 shares in issue, today there is 942248881, thats an huge 796648151 extra shares and a huge dilution to share holders and at that rate by 2024 there will be roughly 1738897032 (likely more due to upscaling the buisiness) shares in issue we so its no wonder Pershing are persuing these resolutions as we would all getting diluted into oblivion.
In todays day and age and with little cost of advertisment, having a good social media pressence is key and the most effective way to get your product out there, this is the space we need to capitalise on with teh new generation as these will be the target customer.
I think we can all agreethat this is bad timing but I will be voting in favour of.
https://find-and-update.company-information.service.gov.uk/company/11797850/filing-history?page=2
Resolution 5 - The Company to be operated such that it becomes self-sufficient and halt marketing
spend
The Company’s ordinary shares were admitted to trading on the Aquis Stock Exchange Growth Market on
19 September 2019 as World High Life plc. The Company acquired Love Hemp in October 2019. As the
Company is still at its growing stage, the Board believes that marketing of its brand is key to its success.
Notwithstanding this, the Company had already commenced a strategic objective of establishing and
demonstrating a move to becoming cash-flow positive. This was in line with working with the marketing
investments and realising the opportunities the Company had secured as a result of its initiatives, which
was a natural progression of business activity.
An example of this is the partnership with Anthony Joshua as set out above in online media campaign the
Company conducted in November and December of 2021.
Summary
It remains the Board’s aim to engage in constructive dialogue with all Shareholders, and all suggestions
made by them are appropriately considered.
For the reasons noted above, the Board believes that the Resolutions are not in the best interests of the
Shareholders as a whole. The Board therefore strongly recommends that Shareholders VOTE AGAINST
the Resolutions
The Directors believe that the Company being (i) one of the largest CBD companies in Europe and the UK
whose shares are admitted to trading on a stock exchange; and (ii) which has reported the largest revenue
in the last financial year amongst its competitors, is a company that many others in the industry look to as
a potential acquirer and not one to be acquired. This has resulted in many opportunities for the Company
to consider business expansion and consolidation. The Board and management have worked diligently to
establish such position.
Resolution 4 - Review recent financial history of the Company
If this Resolution was to be passed, an independent forensic investigation would create a significant
distraction for the Company and impair its ability to deliver on operations and plan its strategic development
(including potential delays to the Company’s proposed listing on the Main Market). The Company’s
accounts are already audited each year by PKF Littlejohn LLP, one of the top audit firms in the UK.
The Board sought a professional opinion in respect of this Resolution and the Board is of the view that the
requests made in this Resolution are very broad and subjective and would be difficult for auditors to opine
on. For example, requiring confirmation that all transactions and contracts entered into by the Company
have been at arm’s length “and for value” would be difficult to opine on as decisions made by the Board
may turn out to add value or not, as all business decisions do. Assessing the value at the time of the
decision would not be practical. All the auditors would be able to do is opine on the “arm’s length” and
9
“disclosure” aspects. Whether the transactions and contracts “add value” would be down to subjective
interpretation and is not something that professional opinion would comment on. In addition, the request
that “all expenses are justified” is very subjective as the auditors would only be able to provide links back
to agreements and salaries but opining on justification of expenses would be down to interpretation.
Therefore, the investigation specified in the Requisition Notice is unnecessary and would be very costly for
a growth company. Initial price indications received in line with the scope of work set out in the Requisition
Notice are in the region of £75,000 to £95,000 (plus VAT), on the basis of a review period being 30 January
2019 (the date of incorporation of the Company) to 30 June 2020 (audited), the year ended 30 June 2021
(audited) and the period ended 28 February 2022 (unaudited). Such a cost would have a material impact
on the Company’s financial position and prevent it from using its cash to fund further development. An
independent forensic audit is unnecessary and would be a very poor use of shareholder funds.
business expansion with a 60% growth in revenue, 106% growth in customer accounts
and 244% growth in physical units sold in FY 2021; and
8
14. initiating a move to the Main Market of the LSE.
The Board, managed by Andrew Male, has been instrumental in taking Love Hemp from a small start-up to
a company which is ready to be listed on the Main Market. The expertise offered by the Board and
management team along with the Company’s advisors have been invaluable as the Board believes that
Love Hemp has become one of the most successful and trusted CBD brands in the UK with strong
international aspirations.
In light of the background provided above, the Board believes that it should be led by a chairman selected
by the Board. Andrew Male has demonstrated his competency, skills, commitment and his value to the
Company. He was the architect of the corporate activities of the Company’s group over the past 18 months
including the structuring of the Company as well as successful fundraisings. At the annual general meeting
of the Company which took place on 31 December 2021, Pershing Nominees Limited voted against Andrew
Male’s re-appointment but 74% of shareholders of the Company voted in favour. Therefore, Andrew Male
was re-elected as a director by the Company’s shareholders as recently as 31 December 2021.
Resolution 2 – Reduction of the salaries of all directors of the Company by 75%
As announced by the Company on 4 February 2022, both Andrew Male and Tony Calamita elected to
accept their remuneration in ordinary shares of the Company until 30 June 2022, or until such time as the
Board determines appropriate.
Mr Male and Mr Calamita took on this objective in an effort to assist and streamline some of the heavy costs
the Company has incurred as a result of the recent business expansion. Certain managers of the Company
also agreed to accept their remuneration in ordinary shares of the Company following Mr Male and Mr
Calamita’s lead.
This, therefore, demonstrates the Board’s, more specifically Mr Male and Mr Calamita’s, confidence in the
future performance of the Company.
Resolution 3 – To undertake a strategic review of the Company and to put the Company up for sale
or search a strategic partner
As the Shareholders are aware, alongside the day-to-day development of the Company and its brand, the
Board is focusing its efforts on listing the Company on the Main Market. This Board believes that this would
raise the Company’s profile which would in turn increase demand for the Company’s shares and improve
the liquidity. This would also improve the Company’s supplier and customer confidence strengthening the
Company’s standing in the marketplace.
Save for Resolution 1, the recommendations set out below have been given by all members of the Board.
The Board has determined that Andrew Male is conflicted with respect to the Resolution 1 and, therefore,
the recommendation in respect of Resolution 1 is not given or approved by him.
Resolution 1 - Removal of Andrew Male from office as Chairman of the Company
The current Board composition is well-balanced and allows for the continued building of a robust and
successful Company that creates significant value for the benefit of all Shareholders. The current Board
brings:
1. skills and a strong level of expertise as regards financing, marketing, capital markets, as well as
corporate governance areas;
2. skills and a strong level of experience within brand building, market awareness and business and
corporate expansion;
3. a strong level of experience across the CBD and consumer goods space;
4. a clear strategy to unlock the full potential of the Company’s products;
5. established relationships in the CBD industry; and
6. continuity with the operations team at a critical time of expansion of the Company and uplisting to
the Main Market.
The Board under the guidance of its chairman Andrew Male has adopted an ongoing review process and
is applying best practices approach as the Company seeks its uplisting to the Main Market. As a result of
this review process, Graham Mullis and Garry Cook have been appointed as directors of the Company on
14 February 2022.
In the last 18 months and under the guidance of Andrew Male as chairman, the Company has delivered
the following:
1. building a strong and recognisable brand in the UK;
2. capitalising of debt to equity of approximately £5.0m;
3. establishing additional banking and brokering relationships;
4. securing first non-paid research note on the Company within the industry in the UK;
5. raising of in excess of £12m to fund marketing investments, initiatives and business expansion;
6. securing a 5-year, category exclusive marketing and licensing relationships with the UFC;
7. securing a 3-year, sponsorship and endorsement relationship with Anthony Joshua as well as
securing Anthony Joshua as a key shareholder in the Company;
8. securing partnership with Togetherall, a 24/7 online mental health and wellbeing support service
available to anyone who has purchased a product through the Company;
9. evolving and growing the Board with the addition of new members with considerable experience in
the business growth, marketing, branding, governance and financial access;
10. expanding the business to new facilities which provides a number of long-term cost saving benefits;
11. continuing building of the management team and growth of the business operations;
12. selling the Company’s products via the Company’s own e-commerce channels, major online
retailers including Amazon, Ocado, eBay and Deliveroo as well as high street stores including
Boots and Holland & Barrett;
13. continuin
Dear Shareholder,
Notice of requisitioned General Meeting
On 11 February 2022, the Board of Love Hemp Group PLC (the “Company”) received a Requisition Notice
from Pershing Nominees Limited (account SHCLT) to convene a General Meeting of the Company for the
purpose of considering a series of resolutions.
As a matter of company law, and in particular in accordance with the provisions of section 303 of the Act,
the Board is required to convene a General Meeting following the receipt of requisition notices from
shareholders holding at least 5% of the Company’s issued share capital.
In the Requisition Notice, Pershing Nominees Limited (account SHCLT) disclosed that it was the holder of
79,505,999 ordinary shares in the Company, representing approximately 6.63% of the total voting rights of
all members of the Company as at the date of the Requisition Notice. It is a requirement (under section 304
of the Act) that the Board calls a General Meeting within 21 days of the date of the Requisition Notice. The
formal Notice of the General Meeting is set out on page 11 of this document.
The Requisition Notice includes the following resolutions to be considered and, if thought fit, approved at
the General Meeting as ordinary resolutions:
1. THAT Andrew Male be removed from office as chairman of the Company with immediate effect
pursuant to section 168 of the Act;
2. THAT salaries of all directors and any board members be reduced by 75% and benchmarked against
similar companies to the Company;
3. THAT a strategic review of the Company be undertaken and that the Company to be put up for sale
or a search is launched for a strategic partner;
4. THAT a review of recent financial history of the Company be conducted to determine use of capital
of the Company to ensure that it has been used correctly and: (i) that transactions and contracts that
the Company has entered, have been at arm’s length and for value, with all conflicts of interest
properly declared; (ii) that all salaries and payments relating to the Board, related companies and
family members are fully disclosed; and (iii) that all expenses are justified; and
5. THAT the Company be operated such that it becomes self-sufficient based on its current income. All
marketing spend to be halted.
The purpose of this letter is to explain the impact that the actions of Pershing Nominees Limited will have
on the Company, why the Board strongly recommends that you VOTE AGAINST all Resolutions, and the
action you need to take to vote.
EGM is waste of time. Won't go through and just causing unneccessary distraction. This is a decent turnaround play and the board are in a strong position to really see some huge upside in the months ahead. Cashed up at 1p and have exclusive Ebay UK deal which is fantastic. Upside is good from here
In summary,
I am amazed at how poorly structured the 5 points have been delivered and I have to decide finally how I wish to vote but the way in which they have been written suggests they have set themselves up to fail in three of the 5 resolutions.
I am also a little suspicious at the timing but that may have been out of there control given the suggestion that these points were raised in December. It certainly could have been better timed given the full listing.
Overall, I do think the company is in better shape today than 12 months ago and even four months ago and maybe just maybe the group of shareholders may have been better served staying close to the board and working through each of these issues in private as few companies progress in the months that issues of this nature overhang.
So, I think it may be fair to say I am frustrated at where we have ended but understand the shareholders have the right to call this EGM and I will be looking to attend in person if that is allowed?
5 THAT the Company be operated such that it becomes self-sufficient based on its current income. All marketing spend to be halted.
Again, two differing questions being asked to vote upon in one resolution.
I do wonder what was behind drafting in such a way as again I have to vote no when if asked as two resolutions I would vote Yes to part one and an obvious no to part two.
So, part one asks us to vote on the company being operated in a self sufficient manner on current revenues. odd question as any company having £4.3m of revenue in it's previous reporting year should surely be managed in a way to drive growth and thus it could be understood that forecasting a loss could be acceptable.
That said, the resolution should and could have been worded far better in maybe asking shareholders to vote on the company being operated on a break even basis at cost of sales level?
Part two asks for shareholders to vote on Zero marketing spend going forward.
I cannot agree to this but I would like to see the board agree maybe 20% maximum spend in this area going forwrad and any significant individual spend (say 7.5% or revenue) having to be approved by shareholders.
It is clear for me that the company must spend some funds on Marketing, Sponsorship and PR. It would be churlish to think otherwise. A clear No from me.
4 THAT a review of recent financial history of the Company be conducted to determine use of capital of the Company
I do not think shareholders can vote agst this review taking place and given where the company sits today I would vote Yes to this resolution.
One comment I would make is that all contracts and transactions would surely have been reviewed by the senior management, agreed by the board and documented through to the Nomad prior to any RNS's being delivered. That is accepted practise and I would be disappointed if that proved to be incorrect.
The one area of concern I have (and I have raised it with AM) would be that marketing spend of £6.3m - being 146% of the annual revenue number seems ridiculously high and it would be good to see the board approval of said spend and the justification. I have never seen a spend so high and I would argue 10-50% of revenues would be more normal depending on a companies ambition and stage of growth.
I agree with Roley's various points.
Hi SamBar,
I am not sorry either as I think pushback and challenge can be good.
I do think the timing of this whole situation could have been better, especially as I would think that the owners of the near 10% could surely have waited until the full listing?
To issue the legal letter prior almost seems to smack of wishing to disrupt the listing, but maybe I am looking at this too cynically.
The daft thing is I felt some of the concerns raised were fair end of last year, but the progress announced this last three months has given me a feeling that some serious progress can be made across 2022 -
- cash in the bank
- UFC product close to being agreed
- AJ commitment to assist in the marketing efforts
- Ebay sales
- Amazon sales increasing
- Deliveroo sales
- ECargo Asian sales confirmed
- November announced as a solid month
- Two new high calibre NED's have joined one ex UFC so hopefully influential on the UFC partnership
And then we get de-stabilised again...
3. THAT a strategic review of the Company be undertaken and that the Company to be put up for sale or a search is launched for a strategic partner;
The more I read these resolutions the more I am getting concerned that something not positive is happening here.
Why do I say that.
Again, the resolution is asking two distinctly different questions so it makes it hard to vote for or against.
First question - A strategic review of the company be undertaken - I would argue yes, I agree - nothing wrong with shareholders seeing the company revised/latest strategy and what the board want to achieve in the coming year to three years.
Second question - That the company be put up for sale OR a search is launched for a strategic partner...
This is ridiculous and I sense the dissenting shareholders may know this to be the case. Obviously, my opinion but ridiculous timing to suggest the company seeks a buyer given the significant positive news delivered of late.
I would have to vote No to this question but of course you cannot vote No given the resolution is asking shareholders to vote on two completely differing questions with one resolution.
Hmmmmm indeed?
2. THAT salaries of all directors and any board members be reduced by 75% and benchmarked against similar companies to the Company;
I actually find this resolution does not make sense?
Board members to take a cut by 75% but also benchmarked against similar companies?
Weird.
Which point are shareholders voting against as the two statements could easily be vastly different....
Whichever lawyer drafted this point needs to be chastised as an imbecile could have written it better in my view.
Thoughts?